SOURCE: Transener

Transener

July 12, 2011 15:31 ET

Transener Announces an Exchange and Tender Offer for Any and All of Its Outstanding 8.875% Senior Notes Due 2016 and Consent Solicitation

BUENOS AIRES, ARGENTINA--(Marketwire - Jul 12, 2011) - Transener S.A. (Compañía de Transporte de Energía Eléctrica en Alta Tensión Transener S.A.) (the "Company") announced today that it has commenced an offer to exchange any and all outstanding 8.875% Senior Notes due 2016 (the "Existing Notes") for 9.75% Senior Notes due 2021 (the "New Notes") (the "Exchange Offer"), an offer to purchase for cash any and all outstanding Existing Notes (the "Offer to Purchase" and, collectively with the Exchange Offer, the "Offers") and a solicitation of proxies (the "Proxies") to amend the indenture relating to the Existing Notes (the "Consent Solicitation"). In addition, the Company has announced an offering of the New Notes for cash (the "Concurrent Offer"). The proceeds of the Concurrent Offer will be used, among other things, to finance the Offer to Purchase.

The Offers

The Offers will expire at 9:00 A.M., New York City Time, on August 9, 2011, unless extended (such time and date, as the same may be extended, the "Expiration Time"). Holders who validly tender Existing Notes by 5:00 P.M., New York City Time, on July 25, 2011, unless extended (such time and date, as the same may be extended, the "Early Participation Deadline"), will receive the applicable total consideration (as described below). Holders who validly tender Existing Notes after the Early Participation Deadline, but on or prior to the Expiration Time, will receive the applicable consideration (as described below).

Holders of Existing Notes who validly tender Existing Notes in the Exchange Offer and deliver Proxies in the Consent Solicitation, and whose tender and delivery of Proxies are accepted by the Company, will receive, in exchange for each US$1,000 principal amount of Existing Notes exchanged:

  • in the case of Existing Notes tendered and Proxies delivered before the Early Participation Deadline, US$1,000 principal amount of New Notes, plus an early exchange payment in an amount equal to US$30 that we will pay only for Existing Notes tendered and Proxies delivered at or before the Early Participation Deadline and not validly withdrawn; and
  • in the case of Existing Notes tendered after the Early Participation Deadline, but on or before the Expiration Time, an exchange consideration in an amount equal to US$1,000 principal amount of New Notes.

Holders of Existing Notes who validly tender Existing Notes in the Offer to Purchase and deliver Proxies in the Consent Solicitation, and whose tender and delivery of Proxies are accepted by the Company, will receive, for each US$1,000 principal amount of Existing Notes tendered, an amount in cash in US dollars equal to:

  • in the case of Existing Notes tendered and Proxies delivered before the Early Participation Deadline, US$1,000 cash, consisting of (i) a tender consideration in an amount equal to US$910, plus (ii) an early tender payment in an amount equal to US$90 that we will pay only for Existing Notes tendered and Proxies delivered at or before the Early Participation Deadline and not validly withdrawn; and
  • in the case of Existing Notes tendered after the Early Participation Deadline, but on or before the Expiration Time, an amount equal to US$910.

The terms and conditions of the Offers are set forth in an offering memorandum and consent solicitation statement dated July 12, 2011 (the "Offering Memorandum and Consent Solicitation Statement"). The Company may amend, extend or terminate the Offers.

The Offers are being made only to holders who have properly completed, executed and delivered to the information agent an eligibility letter, whereby such holder has represented to the Company that it is (i) a "qualified institutional buyer," or "QIB," as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") or (ii) a "non-US Person" (as defined in Regulation S under the Securities Act) outside the United States.

The Consent Solicitation

Under the Consent Solicitation, the Company is soliciting Proxies consenting to the amendment of the indenture regarding the Existing Notes (the "Proposed Amendments"). The Proposed Amendments, if passed, will eliminate substantially all of the Company's restrictive covenants under the indenture regarding the Existing Notes.

Concurrent Offer

Concurrently with the Offers the Company has announced the Concurrent Offer, under which it is offering New Notes for cash. The completion of the Offers is conditioned on, among other things, the issuance by the Company of at least US$100 million aggregate principal amount of New Notes (excluding any principal amount of New Notes acquired by the Company or its affiliates in the Exchange Offer) on the Early Settlement Date (as defined below) in the Concurrent Offer and the Exchange Offer taken together.

The Concurrent Offer is being made pursuant to a separate offering document, and not by the Offering Memorandum and Consent Solicitation Statement. Any and all New Notes issued in the Concurrent Offer will constitute a single series with, have the same terms and conditions as, be assigned the same CUSIP and ISIN numbers as, and trade fungibly with, the New Notes issued pursuant to the Exchange Offer.

Settlement

The settlements of the Offers are conditioned on, among other things, the issuance of at least US$100 million aggregate principal amount of New Notes (excluding any principal amount of New Notes acquired by us or our affiliates in the Exchange Offer) on the Early Settlement Date in the Concurrent Offer and the Exchange Offer taken together.

The Company expects that payment for all Existing Notes validly tendered prior to the Early Participation Deadline and accepted by the Company and payment for New Notes sold pursuant to the Concurrent Offer will be made on the fourth business day following the Early Participation Deadline (the "Early Settlement Date"). The Company expects the Early Settlement Date (subject to any extension of the Early Participation Deadline) to be July 29, 2011.

Payment for all Existing Notes validly tendered after the Early Participation Deadline and prior to the Expiration Time and accepted by the Company will be made on the second business day following the Expiration Time (the "Final Settlement Date"). The Company expects the Final Settlement Date (subject to any extension of the Expiration Time) to be August 11, 2011.

THE NEW NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS.

Bondholder Communications Group, LLC, has been appointed as the information agent and the exchange agent for the Offers. Holders may contact the information agent to request the eligibility letter toll free in the United States at +1 (888) 385-2663 or outside the United States at +1 (212) 809-2663 or +44 (0) 7382 4580. Alternatively, holders may complete a letter of eligibility at www.bondcom.com/transener. Deutsche Bank Luxembourg, S.A. has been appointed as the Luxembourg exchange agent for the Offers. Holders may contact the Luxembourg exchange agent at +00 (352) 42122-643.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any New Notes or Existing Notes. The Offers and the Consent Solicitation are being made solely by the Offering Memorandum and Consent Solicitation Statement.

The Offers do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. In any jurisdiction in which the Offers are required to be made by a licensed broker or dealer and in which the dealer manager, or any affiliates thereof, are so licensed, such Offers shall be deemed to have been made by such dealer manager, or such affiliates, on behalf of the Company.

Forward-Looking Statements

This release may contain certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in the Offering Memorandum and Consent Solicitation Statement.